What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-11-25 compared with 2024-12-03 · 119 added, 89 removed, 117 unchanged (64% of the section changed)

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Dollar amounts presented in this Annual Report on Form 10-K are presented in thousands, except per share amounts, bitcoin price, and information set forth under the heading “Bitcoin Mining Operations”.

CleanSpark is a bitcoin mining company.

We independently own and operate a large portfolio of data centers across the United States with locations in Georgia, Tennessee, Mississippi and Wyoming.

As of October 31, 2024, we have with 676 megawatts (“MW”) of developed capacity and has 50 MWs of hosted machines in New York, which supports approximately 31.5 exahash per second (“EH/s”) of bitcoin mining computational power.

We are currently developing an additional 211.5 MW across the portfolio, which is expected to support approximately 50 EH/s of mining capacity.

We do not host miners for any other companies.

A partner in Massena, NY, hosts 1.5 EH/s for us.

However, following a non-renewal, the agreement governing such hosting of our miners is scheduled do expire on January 1, 2025 and we plan to move all operational capacity to wholly owned sites to maximize operational efficiency.

We design our proprietary data center infrastructure to operate at high uptime and efficiency in support of bitcoin, the world’s most important digital commodity and an essential tool for financial independence and inclusion.

CleanSpark is a data center developer, until recently focused exclusively on bitcoin mining.

We independently own, lease and operate a large portfolio of data centers and power assets across the United States with locations in Georgia, Tennessee, Mississippi and Wyoming for a total contracted power capacity of approximately 1,027 megawatts (“MW”) as of September 30, 2025.

We intend to continue our growth in these regions and are actively developing plans for additional capacity in these states and other domestic regions.

We have no intention to mine, purchase or hold any crypto assets other than bitcoin at this time or in the foreseeable future, and we did not hold any other crypto asset as of September 30, 2025.

We design our infrastructure to efficiently, profitably and responsibly secure and support both bitcoin mining and AI and HPC workloads.

We are currently analyzing our portfolio and pipeline of potential new developments and expansions of existing sites to identify opportunities for the maximum return on investment, which may include bitcoin mining, AI and HPC hosting and leasing, or a combination of both.

We cultivate trust and transparency among our employees and the communities where we operate.

Through CleanSpark and our wholly owned subsidiaries, we have operated in the bitcoin mining sector since December 2020.

Business Activity

Bitcoin mining is our principal revenue generating business activity.

As of September 30, 2024, we operated approximately 188,500 bitcoin mining machines, with a hashrate capacity of approximately 27.6 EH/s and a fleetwide efficiency of 21.94 joules per terahash (“J/TH”).

In fiscal year 2024, we mined 7,092 bitcoins, net of mining pool fees, a 3% increase over the 6,903 bitcoins we mined in fiscal year 2023.

We expect to continue increasing our computing power through 2024 and beyond as we expand our infrastructure at our portfolio of data centers across the United States with locations in Georgia, Tennessee, Mississippi and Wyoming.

We intend to continue growing our capacity and plan to pursue additional capacity through both organic growth and strategic acquisitions.

We had an independent bitcoin mining operation in Massena, NY subject to a hosting agreement that operated 50 MW, which expired on December 31, 2024.

The parties commenced wind-down procedures upon expiration.

Bitcoin Mining

Bitcoin mining has historically been our principal revenue generating business activity.

Bitcoin was introduced in 2008 with the goal of serving as a digital means of exchanging and storing value.

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Users have full control over remitting bitcoin from their own sending addresses.

All transactions on the bitcoin blockchain are transparent, allowing those running the appropriate software to confirm the validity of each transaction.

To be recorded on the blockchain, each bitcoin transaction is broadcast across the network and validated by nodes.

Miners then compete, using a proof-of-work consensus method, to find a target hash value, or output of a cryptographic function, and thereby add a new block and its transactions to the blockchain.

All transactions on the bitcoin blockchain are transparent, allowing those running the appropriate software to confirm the validity of each and every transaction.

To be recorded on the blockchain, each bitcoin transaction is validated through a proof-of-work consensus method, which entails demonstrating sufficient computation through the “proof of work” process to validate transactions and post them on the blockchain.

This process is called mining.

Miners are rewarded with bitcoins, in the form of newly-created bitcoins from the block subsidy and transaction fees included in that block.

Factors such as access to computer processing capacity, interconnectivity, electricity cost, environmental factors (such as cooling capacity) and location play important roles in mining.

Miners are rewarded with bitcoins, both in the form of newly created bitcoins and transaction fees paid in bitcoin, for successfully constructing a block with the required network difficulty and disseminating that block to the global network of nodes.

The mining process now represents the largest distributed computing network on Earth due to demand for bitcoin, the commodity, and the revenues associated with securing it.

Factors such as access to specialized mining servers, energy, electricity cost, environmental factors (such as cooling capacity) and location play important roles in mining.

As of September 30, 2025, our operating mining units produced an average computing power of 45.6 exahash per second (“EH/s”), reaching a peak of 50 EH/s during the period.

In bitcoin mining, “hashrate” is a measure of the computing and processing power and speed by which a mining computer mines and processes transactions on the bitcoin network.

A company’s hashrate when compared to global hashrate determines its market share and is therefore generally considered one of the most important metrics for evaluating bitcoin mining companies.

We obtain bitcoin as a result of our mining operations by contributing all of our computing power (both owned locations and hosted locations) to one mining pool operator who is our sole customer.

We expect to continue increasing our computing power through calendar year 2025 and beyond as we expand infrastructure at our owned sites in Tennessee and across our portfolio of data centers in Georgia, Mississippi, and Wyoming, while also pursuing regional expansion opportunities and evaluating strategic acquisition targets.

A company’s computing power, measured in hashrate, is a significant driver of its bitcoin mining revenue, and when compared to the global hashrate, determines the company’s market share, making hashrate one of the most important metrics for evaluating bitcoin mining companies.

We owned approximately 336,544 miners, of which approximately 241,934 were in service as of September 30, 2025.

The remainder primarily consists of new machines that are ready for installation at expansion sites, are under evaluation for relocation, or are awaiting repair.

Our miners have an average age of approximately 15 months.

We estimate the useful lives of our miners to be three years, reflecting a change made in fiscal year 2024.

We do not have scheduled downtime for our miners;

however, we periodically perform unscheduled maintenance and curtailments on our miners, but such downtime has not historically been significant.

When performing unscheduled maintenance, we will typically replace the miner with a substitute miner to limit overall downtime.

The miners in service as of September 30, 2025 had a range of energy efficiency (watts per terahash, “W/TH”) of 13.5 to 29.5 W/TH with an average operating energy efficiency of 16.7 W/TH.

We obtain bitcoin as a result of our mining operations by contributing all of our computing power to a single mining pool operator, who is currently our sole customer.

The contract with our mining pool operator is terminable at any time by either party.

In exchange for providing computing power to the mining pool, we are entitled to bitcoin rewards from the mining pool operator, which is a variable consideration calculated based on a predetermined formula agreed to by us and the mining pool operator as a part of the arrangement.

The variable consideration is constrained until we can reasonably estimate the amount of mining rewards by the end of a given day based on the actual amount of computing power provided to the mining pool operator.

By then, we consider it a high probability that a significant reversal in the amount of revenue will not occur and include such variable consideration in the transaction price.

Providing computing power is an output of our ordinary activities and the only performance obligation in our contracts with our mining pool operator.

We recognize the revenue when the variable consideration is no longer constrained and the performance obligation of providing computing power has been satisfied.

As a result, we do not present disaggregated revenue information on block rewards and transaction verification fees.

We have historically and may in the future sell bitcoin from time to time, to support our operations and strategic growth.

Our decisions to engage in hedging, lending, borrowing activities, to hold or sell bitcoin at any given time may be impacted by the bitcoin market, which has been historically subject to significant volatility.

Decisions to hedge, lend, borrow, hold or sell bitcoins are determined by management by analyzing forecasts and monitoring the market in real time.

Through our wholly owned subsidiaries CSRE Properties, LLC, CSRE Property Management Company, LLC, CSRE Properties Norcross, LLC, CSRE Properties Washington, LLC, CSRE Properties Sandersville, LLC, CSRE Properties Dalton, LLC, CSRE Properties Mississippi, LLC, CSRE Properties Wyoming, LLC, CSRE Properties Tennessee, LLC, and CleanSpark HQ, LLC, we maintain real property holdings.

In exchange for providing computing power to the pool, we earn variable consideration in the form of bitcoin rewards, calculated using a predetermined formula agreed upon with the operator.

This consideration is constrained until we can reasonably estimate the amount of mining rewards by the end of each day based on actual computing power contributed.

At that point, we determine that a significant revenue reversal is unlikely and include such consideration in the transaction price.

Providing computing power is an output of our ordinary activities and represents the sole performance obligation in our arrangement with the pool.

We recognize revenue when the variable consideration is no longer constrained and our performance obligation is satisfied.

As a result, we do not disaggregate revenue into block rewards and transaction verification fees.

We sell bitcoin from time to time to support operations and strategic growth and may also use bitcoin as collateral for lending arrangements.

In April 2025, we launched our institutional-grade in-house trading function as we shift to a balanced approach between monetizing new production and building long-term holdings, and we plan to continue to integrate these strategies into our regular treasury management activities.

As part of this strategy, we began entering into bitcoin-linked derivative contracts to economically hedge the volatility of bitcoin prices and to generate liquidity in support of core operating activities.

These contracts serve as a strategic alternative to selling bitcoin directly and are intended to monetize our bitcoin holdings while managing exposure to adverse price movements.

The types of derivatives utilized for this purpose may include bitcoin futures, options, and other structured instruments.

These contracts are typically short-term in nature and may be cash-settled or settled in-kind.

Treasury management activities may serve cash management, strategic growth, or bitcoin balance hedging, incremental other income or other general corporate purposes.

Currently, we do not follow a prescribed formula or methodology for when or how much bitcoin to sell;

instead, management makes these decisions based on working capital needs, real-time market conditions, and broader strategic considerations.

We have begun to use a substantial portion of the bitcoin we mine to fund operations and to fund capital expenditures.

For the fiscal year ended September 30, 2025, we mined approximately 7,873 bitcoins, net of mining pool fees, representing a decrease of 11.0% compared to the 7,092 bitcoins mined in fiscal year 2024.

This reduction was primarily due to the April 2024 bitcoin halving, which cut the per-block reward by 50%.

Despite the halving, we nearly matched our prior-year production by significantly expanding our operational footprint, demonstrating the scalability and resilience of our mining strategy.

Through CleanSpark and our wholly owned subsidiaries, we maintain real property holdings associated with our bitcoin mining operations.

A complete list of our subsidiaries is filed as Exhibit 21.1 to this Form 10-K.

AI and HPC Hosting

Leveraging our power optimization, land acquisition, engineering, operations and construction expertise, we have been actively pursuing opportunities to develop portions of our sites and power pipeline for AI and HPC hosting and leasing.

The expansion of AI, HPC and the increasing electricity requirements required for AI and HPC data centers make our data centers attractive to hyperscalers and other AI and HPC companies.

This diversification strategy reflects our commitment to leveraging our expertise in energy management, data center operations and large-scale computing infrastructure to address rapidly growing demand in AI and HPC markets.

In October 2025, we added Jeffrey Thomas to our leadership team as Senior Vice President of AI Data Centers.

Thomas is a global infrastructure veteran with over 40 years of leadership experience across the UK, US, Europe, Africa, and the Middle East.

In October 2025, we also announced that we are working with Submer, a global leader in sustainable, modular AI center design and construction to evaluate opportunities for future collaboration.

The partnership is intended to enable us to focus on our core strengths in power and infrastructure while Submer delivers specialized cooling and deployment capabilities to support next-generation AI infrastructure at gigawatt scale.

Additionally, at the end of October 2025, we announced that we acquired rights to approximately 271 acres of land in Austin County, Texas and executed long-term power supply agreements totaling 285 megawatts to support the development of a next-generation data center campus.

We believe this transaction positions us to deliver scalable, resilient, and energy-efficient capacity to meet accelerating demand from AI, cloud, and enterprise workloads.

In addition, our existing 620 MW platform in Georgia provides a strong foundation for retrofit and dual-purpose compute deployment.

We are currently exploring other opportunities to expand some of our properties into HPC or AI data centers and to acquire properties for these purposes.

While we intend to continue our bitcoin mining operations, our entry into the AI and HPC sectors may result in the reallocation of resources, including power capacity and capital investment, toward supporting these new initiatives.

This expansion is expected to enhance our long-term revenue potential but may also introduce operational complexity, require significant upfront investment and subject us to additional regulatory and operational risks.

Markets, Geography and Major Customers

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Strictly speaking, there is no customer market for mining bitcoin but we consider our mining pool operator a customer because it compensates us for providing processing power to the mining pool (see Part I, Item 1A., “Risk Factors”—“Our reliance on a third-party mining pool service provider for our mining revenue payouts may adversely affect an investment in us .

We own and operate our own facilities and do not lease mining space to other mining companies or private individuals that mine.

Our wholly-owned mining operations are located in the State of Georgia, Tennessee, Mississippi and Wyoming in the United States.

We also have a relationship with a facility located in New York State that hosts a portion of our miners.

However, on October 1, 2024, we and our hosting partner, Coinmint, LLC, agreed to a non-renewal of the agreement governing the hosting of our miners, which is scheduled to expire January 1, 2025.

See Note 19 - Subsequent Events.

Our data centers are also well-suited to support hyperscale cloud providers, AI providers, and various other technology companies.

We are in the process of developing our customer base in relation to our HPC and AI services business through our data centers.

We own and operate our own facilities and do not lease our facilities to other mining companies or private individuals that mine.

Our wholly-owned operations are located in the State of Georgia, Tennessee, Mississippi and Wyoming in the United States.

We previously maintained a hosting relationship with a facility in New York State through an agreement with Coinmint, LLC.

This agreement was not renewed and expired on January 1, 2025, after which all hosted operations ceased.

The Company continues to operate its established bitcoin mining business while exploring opportunities to leverage certain of its facilities, particularly those in Georgia, for its expanding HPC and AI services initiatives.

Georgia Operations

As of September 30, 2025, our Georgia facilities have a developed data center infrastructure backed by approximately 620 MW, which supports an operational hashrate of 27.02 EH/s.

Our Georgia operations are geographically spread across eight cities.

Our Georgia operations are geographically spread across ten cities.

Mississippi Operations

As of September 30, 2025, our Mississippi facilities have a developed data center infrastructure backed by approximately 63 MW, which supports an operational hashrate of 2.63 EH/s.

Our Mississippi operations are located in three cities and a fourth location is currently under construction.

Our Mississippi operations are located in four cities.

Tennessee Operations

As of September 30, 2025, our Tennessee facilities have a developed data center infrastructure backed by 234 MW, which supports an operational hashrate of 12.43 EH/s.

We have five owned locations, two of which were operational as of September 30, 2024.

Our Tennessee operations are located in six cities.

Additionally, we had three locations operating through a co-location hosting agreement with GRIID.

Effective October 30, 2024, each of these co-locations became fully owned after completing the acquisition of GRIID (see Note 5 - Acquisitions).

The Company also closed on the acquisition two of additional Tennessee locations in October 2024.

We operate ten wholly owned mining locations in Tennessee, including three sites acquired through our October 2024 acquisition of GRIID Infrastructure, Inc.

Wyoming Operations

As of September 30, 2024, we have two separate mining locations in Wyoming that are under construction and are expected to be operational between the first and second quarter of fiscal year 2025.

These locations will include miners that are cooled through immersion technology, a method of submerging mining hardware in a non-conductive fluid to cool the equipment and improve its efficiency, and are expected to have approximately 75 MW of data center infrastructure power under contract.

As of September 30, 2025, we operate two wholly owned mining facilities in Wyoming, both of which utilize immersion cooling technology to enhance efficiency and performance.

Together, these sites are backed by approximately 110 MW of data center infrastructure power, which supports an operational hashrate of 3.52 EH/s.

Texas Operations

On October 27, 2025, the Company acquired approximately 271 acres in Austin County, Texas, and executed long-term power agreements totaling 285 megawatts to support a new data center campus.

The site is intended to provide additional capacity for future high-performance computing operations.

The table below summarizes our portfolio of operating locations as of September 30, 2025.

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Number of mining locations

Mississippi (1)

Tennessee (3)

(1) One of Mississippi locations is currently under construction and is expected to begin operation in December 2024.

(2) The New York location is a hosted location subject to the Coinmint co-location agreement (discussed below).

(3) Three of the Tennessee locations were previously hosted locations subject to the GRIID co-location agreement which became fully owned effective October 30, 2024 after the completion of the GRIID acquisition.

Two of the five owned Tennessee locations were operational as of September 30, 2024.

Distribution, Marketing and Strategic Relationships

We have developed strategic relationships with well-established companies in key areas, including utilities, traditional and renewable energy, infrastructure, construction, and bitcoin mining equipment procurement.

In addition to operating our own mining facilities, we may engage with third-parties to host and operate mining equipment on our behalf.

On July 8, 2021, our subsidiary CleanBlok, Inc., a wholly owned subsidiary of the Company, entered into a services agreement with Coinmint, LLC (“Coinmint”).

Pursuant to the agreement, Coinmint has agreed to house and power certain of our bitcoin mining equipment in its facilities, and to use commercially reasonable efforts to mine bitcoin on our behalf.

All bitcoin mining services performed by Coinmint are conducted using our own mining equipment.

All computing power generated by our ASICs (Application-Specific Integrated Circuits) is contributed to our mining pool operator, Foundry Digital.

As of the date of this filing, we have deployed approximately 16,400 total miners pursuant to the co-location mining services agreement at Coinmint’s facility in New York.

Pursuant to the agreement, as consideration for its services, we pay Coinmint certain services fees, which are based on the operating costs incurred by Coinmint in performing its services, and a variable fee calculated based on the profitability of the bitcoin mined during the relevant payment period, subject to uptime performance commitments.

The agreement had an initial term of one year, after which it renews automatically for three-month periods until terminated in accordance with its terms.

On October 1, 2024, we agreed to a non-renewal of the agreement, which is scheduled to expire January 1, 2025.

In April and May 2025, we executed agreements with Bitmain Technologies Delaware Limited (“Bitmain”), one of our key mining equipment suppliers, to acquire new-generation miners under terms that allowed payment in bitcoin at negotiated premiums to prevailing market prices.

As part of these transactions, we secured embedded options to repurchase the transferred bitcoin at the same premium prices, providing additional flexibility in managing our bitcoin holdings.

These arrangements reflected our ability to leverage supplier relationships to structure mutually beneficial terms, including innovative settlement mechanisms and optionality features.

We believe these arrangements strengthen our infrastructure growth pipeline, enhance optionality in treasury management, and reinforce the depth of our strategic supplier relationships.

Additional details, including specific pricing, payment schedules, and related derivative positions, are provided in Note 9 - Investments and Derivatives to our Consolidated Financial Statements.

As mentioned above, in October 2025, we announced that we are working with Submer, a global leader in sustainable, modular AI center design and construction to evaluate opportunities for future collaboration.

CleanSpark and Submer acknowledge the fast-moving nature of the sector and have agreed to collaborate under a non-binding framework to evaluate opportunities for a definitive agreement and the development of AI data centers in North America.

Materials and Suppliers

We engage in high efficiency bitcoin mining by using ASICs.

We engage in high efficiency bitcoin mining by using Application-Specific Integrated Circuits (“ASICs”).

These specialized computers, often called miners, have few manufacturers.

Most of the machines we purchased this year were manufactured by Bitmain Technologies Delaware Limited (“Bitmain”), one of the top three preeminent manufacturers of bitcoin miners.

Bitmain manufactures ASICs throughout Asia with subsidiaries in the United States, Singapore, Malaysia, Kazakhstan and other locations.

Most of the machines we purchased this year were manufactured by Bitmain Technologies Delaware Limited (“Bitmain”), one of the leading manufacturers of bitcoin miners.

In addition to ASICs, mining equipment includes networking equipment, power cords, racking, other specialized equipment, transformers and energy equipment.

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Inflationary pressures impact virtually all aspects of our materials and suppliers, including power prices, and could impact our fiscal year ending September 30, 2025.

In addition, changes to U.S.

import tariffs or other trade restrictions on mining equipment and related components could affect the cost and timing of our infrastructure expansion.

We monitor tariff developments closely and may utilize strategies such as bonded-warehouse staging or sourcing from alternative manufacturing locations to help mitigate potential impacts.

Environmental Issues

No significant pollution or other types of hazardous emission result from our direct operations and it is not anticipated that our operations will be materially affected by federal, state or local provisions concerning environmental controls.

No significant pollution or other types of hazardous emissions result from our direct operations, and it is not anticipated that our operations will be materially affected by federal, state or local provisions concerning environmental controls.

Our costs of complying with environmental, health and safety requirements have not historically been material.

Some local, state and federal policymakers have expressed concerns over the high energy consumption of data centers, including bitcoin miners, and the ancillary effects on the environment from that energy consumption.

Many media reports focus exclusively on the energy requirements of bitcoin mining and cite it as an environmental concern.

Some local, state and federal policymakers have expressed concerns over the energy consumption of data centers, including those supporting bitcoin mining, HPC, AI workloads, and the ancillary effects on the environment from that energy consumption.

These concerns generally relate to grid reliability, carbon emissions and water usage for cooling.

We carefully monitor existing and pending climate change legislation, regulation and international treaties or accords for any material effect on our business or markets that we serve, our operational results, our capital expenditures or our financial position.

We purchase energy from the electrical grid, and as a result our energy mix will vary from period to period based on a variety of factors including weather, temperature, demand, and how the grid operator ultimately procures and utilizes energy resources.

We purchase energy from the electrical grid, and our energy mix varies from each period based on a variety of factors including weather, temperature, demand and how the grid operator ultimately procures and utilizes energy resources.

Historically, one of our strategies had been to prioritize sustainable and environmentally friendly sources of energy, including nuclear energy sources.

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As a result, our current sources of energy include a significant portion of both non-carbon sources (including hydro, nuclear, wind and solar) and carbon sources (including coal and natural gas).

We do not, however, currently have sufficient data to quantify the current energy mix at each of our sites, and any such data we receive is subject to the timing and details of the energy source mix information disclosed by our energy providers, including portions of the energy mix which is not disclosed by the energy providers.

Bitcoin mining is a global activity.

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• Bitfarms Ltd.;

• Iris Energy Limited;

• IREN Limited;

• Cipher Mining Inc.;

• TeraWulf Inc.

In addition to the foregoing, we compete with other companies that focus all or a portion of their activities on mining activities at scale.

We face significant competition in certain operational aspects of our business, including, but not limited to, the acquisition of new miners, obtaining low-cost electricity, obtaining access to energy sites with reliable sources of power and evaluating new technology developments in the industry.

As we expand into the development and operation of large-scale data centers supporting HPC and AI workloads, we also face competition from established data-center operators and infrastructure providers with significant capital resources and long-term power supply commitments.

These competitors include Equinix, Inc., Digital Realty Trust, Inc., and CoreWeave, Inc., among others, as well as certain of our bitcoin mining competitors.

We compete in this market for access to suitable land and power, engineering talent, and customers seeking scalable, energy-efficient data-center capacity.

Intellectual Property

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Government Regulation

Bitcoin Mining

Bitcoin mining is largely an unregulated activity at both the state and federal level.

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The majority of our mining facilities are located in Georgia, Mississippi and Tennessee, which have favorable regulatory environments for bitcoin miners.

However, we also have co-location operations in New York, which has generally been more aggressive in its regulation of bitcoin mining.

We have terminated our agreement with our hosting facility in New York and effective after January 1, 2025, we will no longer have co-location activities in the state.

We also had co-location operations in New York, which had generally been more aggressive in its regulation of bitcoin mining.

We terminated our agreement with our hosting facility in New York, and, effective January 1, 2025, we no longer maintained any co-location activities in the state.

In addition, federal regulators have increased their enforcement activity in the digital asset industry.

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As the regulatory and legal environment evolves, we may become subject to new laws and regulations, including by the SEC, CFTC and other agencies, which may affect our mining and other activities.

AI and HPC Hosting

As we expand into the development and operation of large-scale data centers supporting HPC and AI workloads, our facilities are subject to various laws, ordinances and regulations.

The development of advanced AI systems has raised concerns about possible misuse, bias, and the displacement of human workers.

Governments and regulatory bodies are considering measures to ensure responsible development and deployment of AI systems, including guidelines for transparency, accountability, and fairness.

We are monitoring evolving federal, state, and municipal policies that impact data center operations, including energy efficiency mandates, property regulations, and reporting and disclosure requirements.

For additional discussion regarding our belief about the potential risks existing and future regulation pose to our business, see Part I, Item 1A.

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Bitcoins we mine or hold for our own account may be subject to loss, theft or restriction on access.

Hackers or malicious actors may launch attacks to steal, compromise or secure bitcoins, such as by attacking the bitcoin network source code, exchange miners, third-party platforms (including Coinbase), cold and hot storage locations or software, or by other means.

Hackers or malicious actors may launch attacks to steal, compromise or secure bitcoins, such as by attacking the bitcoin network source code, exchanges, miners, third-party platforms (including Coinbase), cold and hot storage locations or software, or by other means.

We may be in control and possession of substantial holdings of bitcoin, and as we increase in size, we may become a more appealing target of hackers, malware, cyberattacks or other security threats.

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“Cybersecurity” of this Annual Report on Form 10-K.

We have property insurance coverage for our bitcoin miners under a multi-tiered insurance program with 21 different underwriters for a total of $200,000 in limits.

We have property insurance coverage for our bitcoin miners under a multi-tiered insurance program for a total of $200,000 in limits.

This insurance coverage covers all of our bitcoin miners and includes earthquake and flood insurance with a $5,000 limit.

Storm, wind and hail coverage is also included within the $200,000 policy limit.

The Company also maintains cybersecurity liability insurance with a $5,000 aggregate limit to provide protection against certain data security, privacy, and network interruption events.

We do not maintain Business Interruption Coverage, which is currently not commercially available for bitcoin mining companies.

The policies also exclude coverage of our bitcoin holdings and cybersecurity coverage.

We engage our insurance broker annually to solicit underwriters to provide proposals to renew our current coverage or update our policies to meet our needs, prior to the policies’ expiration on November 1st of each year .

Human Resources

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As of September 30, 2025, we had 314 staff members, all located in the United States, of which 309 were full time.

We believe that we have adequate personnel and resources with the specialized skills required to carry out our operations successfully.

We believe that we have adequate personnel and resources with the specialized skills required to successfully carry out our operations.

Employees participate in equity incentive plans and receive generous compensation in the form of salary and benefits.

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We cultivate trust and transparency among our employees, the communities we operate in and the people around the world who depend on bitcoin as we jointly strive to build the infrastructure of the future.

Discontinued Operations

As of June 30, 2022, we deemed our energy operations to be discontinued operations due to our strategic decision to strictly focus on bitcoin mining operations and to divest or dispose of the remaining energy assets.

Through our discontinued operations segment, we previously provided energy solutions and we have since sold or disposed of the related assets.

Other Business Activities

Through our wholly owned subsidiary ATL Data Centers LLC (“ATL”), we previously provided traditional data center services to a small number of remaining clients, such as providing customers with rack space, power and equipment, and offered several cloud services including virtual services, virtual storage, and data backup services.

As of September 30, 2023, ATL no longer provided data center services to external customers and all capacity of the location is now dedicated to bitcoin mining activities.

What changed 10-K

Item 1. Business